EQUITY RESEARCH Sonae Holding/ On the Value Trail CoRe Buy (€ 1.75 Price Target and CoRe Buy Recommendation maintained) High Risk January 2015 4 Easing deflation: We have started to see some initial signs of easing food deflation in (-0.5% in Q4 vs. -2.8% in Q3). Competition Portugal remains high in the country but promotions are already at peak levels Sonae vs. PSI20 vs. MSCI Small Cap and profitability remains weak. Growing volumes backed by rising Index consumer spending and now easing price trends in the industry indicate a better 2015 for the food retail industry (70% of SON's 120 sales). The improving macro backdrop should also trigger SON discretionary consumption (25% of sales) and real estate yields (40% NAV) while the ongoing turmoil at PT Portugal should strengthen NOS (19% NAV) competitive position in the market. 100 MSCI SC 4 Real estate value: Property yields in Portugal still stand at quite high levels (35% above peak) despite the descending trends since 4Q13. 80 We expect a continued downward trend which should improve SON's assets valuation and bring an opportunity for further asset rotation. SON has €1.2bn of IC in retail properties and the company plans to PSI20 S&LB c€400-500mn while the remaining assets could be listed in a 60 vehicle. This decision has a high strategic fit as it should allow SON Jan-14 May-14 Sep-14 Jan-15 to (1) assume a more capital-light approach which should have a direct impact on ROIC; (2) set a reference market price for its Source: Bloomberg. properties; and (3) raise a substantial amount of cash which we think could trigger an improved shareholder remuneration. Valuation Summary 4 A Value case: SON’s share price stands 30% below the Mar’14 peak and trades at quite attractive multiples, namely at 9.8x PE15F or at % € 5.0x implied PE15 retail multiples (vs. 14.9x for its peers). The real Business Stake mn NAV estate angle is a source of value in a scenario of declining yields while Retail (DCF, Yields) 100% 3 124 67% EPS and CF should follow an interesting aisle supported by the Sierra (NAV Forecast) 50% 628 13% (1) discretionary part of the business and rising contribution from the SNC (NAV) 88% 874 19% financial stakes (NOS and Sierra). We have maintained our YE15 Inv. Managment (BV) 100% 56 1% Price Target unchanged at €1.75 (10% Holding disc.). CoRe BUY. TOTAL NAV 4 681 Net debt YE15 745 TOTAL Equity 3 936 Stock Data # shares (mn) 2 000 Price (9th Jan.): 1.01 Price Target (YE15): 1.75 YE15 Fair Value (€) 1.97 Holding Discount 10% # shares (mn): 2 000 M. Cap (€ mn) / F. Float: 2 010 / 29% YE15 Price Target (€) 1.75 Reuters/Bloomberg: SON.LS / SON PL Avg. Daily Vol. [€'000]: 3 195 (1) Cash + 27.14% of NOS @ MV + SSI Major Shareholders: Efanor (52.6%); Banco BPI (9.4%)*; (€101mn). Source: BPI Equity Research. Bestinver (4.9%); Fundação Berardo (2.5%); Norges Bank (2.3%)

Estimates 2011 2012 2013 2014F 2015F 2016F 2017F *c6% through a cash settled Equity Swap. PE Adj. 13.2 n.s. n.s. 11.9 9.8 8.7 8.0 Dividend yield 3.3% 3.3% 3.3% 3.5% 3.5% 3.5% 3.5% FCFE Yield 6.0% 9.7% 33.6% 2.0% 9.2% 11.1% 12.7% Historical Recommendation FCFF Yield 13.1% 12.1% 17.9% 9.6% 10.5% 11.6% 11.9% PBV 1.5 1.5 1.3 1.2 1.1 1.0 0.9 Date Recommendation (1) 11-Jun-13 CoRe Buy EV/EBITDA 3.7 3.8 6.0 5.9 5.5 4.9 4.7 Source: BPI Equity Research. EV/Sales (1) 0.4 0.4 0.5 0.5 0.4 0.4 0.4

(1) EV is fixed with current market cap and MV of remaining items. Available on our website: Analysts www.bpiequity.bpi.pt. BPI Online. José Rito Bruno Bessa and Bloomberg at NH BPD. Phone 351 22 607 3142 Phone 351 22 607 3183

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P&L (€ mn) CAGR Food inflation YoY evolution in 2011 2012 2013 2014F 2015F 2016F 2017F 13-17F Portugal Revenues 5541 5379 4821 5001 5157 5297 5404 3% EBITDA 602 599 376 380 413 458 482 6% 6% EBITDA adj. 602 599 378 380 413 458 482 6% EBITDA adj. mg. 10.9% 11.1% 7.8% 7.6% 8.0% 8.6% 8.9% 4% Depreciation & others 368 366 187 177 177 177 177 -1% EBIT 235 232 188 204 236 281 305 13% 2% EBIT adj. 235 232 190 204 236 281 305 13% Net financial results -84 -119 -10 -9 11 17 38 n.s. Income tax 24 25 30 24 40 63 86 31% 0% Others 0 -17 315 0 0 0 0 n.s. Minority Interests 23 39 145 2 3 5 6 -54% -2% Net Profit reported 104 33 319 168 204 230 251 -6% Net Profit adj. 104 33 112 168 204 230 251 22% -4% Balance Sheet (€ mn) CAGR Dec-11 Sep-12 Jun-13 Mar-14 Dec-14 2011 2012 2013 2014F 2015F 2016F 2017F 13-17F Net Intangibles 1240 1221 814 780 746 713 681 -4% Source: INE, Bloomberg. Net Fixed Assets 2672 2603 1827 1839 1858 1874 1885 1% Net Financials 575 516 1379 1427 1480 1530 1579 3% Real Estate Yields Sensitivity Analysis Inventories 651 538 589 636 667 688 702 4% ST Receivables 493 505 346 351 359 368 375 2% ∆ in Retail Real Sierra Sonae Other Assets 260 274 155 156 157 157 158 0% yields vs. Estate EV NAV PT 426 378 366 200 200 200 312 -4% Cash & Equivalents BPI (bps) (€mn) (€/sh) (€/sh) Total Assets 6317 6035 5477 5389 5467 5530 5693 1% -100 1 730 49.39 1.95 Equity & Minorities 1700 1669 1908 2009 2147 2312 2499 7% MLT Liabilities 2166 2029 1588 1375 1225 1225 1235 -6% -50 1 601 43.64 1.85 o.w. Debt 1791 1687 1363 1263 1113 1113 1 113 -5% Base Case 1 488 38.54 1.75 ST Liabilities 2451 2338 1980 2005 2095 1993 1 958 0% 50 1 390 34.16 1.70 o.w. Debt 600 526 230 192 226 73 0 n.s. 100 1 303 30.20 1.60 o.w. Payables 1313 1282 1218 1267 1307 1342 1369 3% Source: BPI Equity Research. Equity+Min. + Liabilities 6317 6035 5477 5389 5467 5530 5693 1%

DCF Assumptions (Food Retail) Cashflow (€ mn) Re 10.4% 2011 2012 2013 2014F 2015F 2016F 2017F + EBITDA 602 599 376 380 413 458 482 Rf 3.25% - Chg in Net W.C. 33 1 -167 -8 -19 -22 -19 CRP 1.15% - Income Taxes 25 9 31 23 42 65 89 Beta Equity 1.0 = Operating Cash Flow 544 588 511 366 390 414 412 Market Premium 6.0% - Growth Capex 158 15 8 7 5 0 0 Rd 6.0% - Replacement Capex 225 230 128 148 156 159 156 Tax Rate 27.5% - Net Fin. Inv. -44 -42 548 47 54 49 49 = Cash Flow after Inv. 204 384 -173 164 174 205 207 D/EV 30.0% - Net Fin. Exp. 84 119 10 9 -11 -17 -38 WACC 8.6% - Dividends Paid 66 66 66 70 70 70 70 g 1.0% +/- Equity 4 4 1 0 0 0 0 Source: BPI Equity Research. Other -5 -74 857 -114 0 0 10 =Change in Net Debt -54 -129 -609 29 -116 -153 -185 Net Debt (+)/Net Cash (-) 1931 1802 1214 1 243 1 127 974 788 Implied Retail multiples

Growth. per share data and ratios SON’s MK (@ €1.01) 2 010 F F F F 2011 2012 2013 2014 2015 2016 2017 Sierra (@ NAV) 548 Sales growth -6% -3% n.s. 4% 3% 3% 2% SNC’s MK NAV (@ €2.91) 786 EBITDA Adj. growth -19% -1% n.s. 1% 9% 11% 5% Invest. Management (@BV) 56 EPS Adj. growth -38% -69% 244% 50% 21% 13% 9% Retail Market Value (€ mn) 621 Avg. # sh (mn) 2000.0 2000.0 2000.0 2000.0 2000.0 2000.0 2000.0 Implied Retail PE15F 5.0 Basic EPS 0.05 0.02 0.01 0.08 0.10 0.12 0.13 Current MK 2 010 EPS Adj. Fully diluted 0.05 0.02 0.01 0.08 0.10 0.12 0.13 Adj. Net Debt (1) 1 422 DPS 0.03 0.03 0.03 0.03 0.03 0.03 0.03 Payout 63.64% 203.09% 21.82% 41.35% 34.11% 30.24% 27.77% Market Value Financial Stakes 1 333 ROCE (after tax) 6.3% 5.5% 9.8% 10.0% 11.2% 12.8% 13.5% Adjusted EV14 2 098 F ROE 7.7% 2.4% 22.1% 10.4% 11.8% 12.3% 12.2% EV/EBITDA15 5.1 Gearing (ND/EV) 63.8% 64.8% 57.7% 47.8% 42.8% 38.5% 35.0% (1) Deducting the cash from SNC. Source: Bloomberg and BPI Equity Net Debt/EBITDA 3.2x 3.0x 3.2x 3.3x 2.7x 2.1x 1.6x Research. Source: Company data and BPI Equity Research (F).

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In November 2007, Banco BPI has celebrated an "Equity Swap" contract with Sonae Investments with strictly financial settlements (Cash Settled Share Swap Transaction), to cover the inherent risk in the acquisition of 6.64% of Sonae's share capital, at a price of E2.06 per share. In this contract, the periodic repercussion over Sonae Investments of the amounts corresponding to Sonae share price changes relative to the above-mentioned price was agreed as well as the amounts equivalent to the proceeds to be received by Banco BPI under the exercise of rights inherent to these shares. The contract had a maximum maturity of 3 years. In October 2010, the maximum maturity of this "Equity Swap" (covering at such date the inherent risk in respect of 6.52% of Sonae's share capital) was extended up to 3 years. In November 2013, the maximum maturity of this "Equity Swap"(covering at such date the inherent risk in respect of 6.13% of Sonae's share capital) was extended up to 12 Months, until November 2014. In November 2014, the maximum maturity of this "Equity Swap" (covering at such date the inherent risk in respect of 6.10% of Sonae's share capital) was extended up to 12 Months, until November 2015.

Banco BPI and/or Banco Português de Investimento participate or have participated, as a syndicate member and/or assisting the issuer, in the share offerings of CTT, Espirito Santo Saúde, Sonaecom and Sonae Indústria, and in the bonds offerings of Brisa, EDP, Portugal Telecom, Sonae Investimentos, REN, and ZON Optimus.

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Amongst the companies covered by BPI Equity Research, BPI Group has qualified stakes in Ibersol, , ZON Optimus, Semapa and Sonae SGPS.

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INVESTMENT RATINGS AND RISK CLASSIFICATION (TOTAL RETURN IN 12-18 MONTHS): INVESTMENT RATINGS STATISTICS

Low Risk Medium Risk High Risk As of 31st December BPI Equity Research's investment ratings were Buy/CoRe Buy >15% >20% >30% distributed as follows: Neutral >5% and < 15% >10% and <20% >15% and < 30% CoRe Buy 9% Reduce >-10% and < 5% >-10% and < 10% >-10% and < 15% Buy 26% Sell < -10% < -10% < -10% Neutral 43% These investment ratings are not strict and should be taken as a general rule. Reduce 11% Sell/Accept Bid 5% Under Revision/Restricted 5% Total 100% BANCO PORTUGU®S DE INVESTIMENTO, S.A. Oporto Office Madrid Office Paris Office Cape Town Office Rua Tenente Valadim, 284 Pº de la Castellana, 40-bis-3ª 31, Avenue de L'Opéra 20th Floor, Metropolitan Life Centre, 4100-476 28046 Madrid 75001 Paris 7 Walter Sisulu Avenue, Foreshore, Cape Town, 8001 - South Africa Phone: (351) 22 607 3100 Phone: (34) 91 328 9800 Phone: (33) 1 4450 3325 Phone: (27) 21 410 9000 Telefax: (351) 22 606 4183 Telefax: (34) 91 328 9870